Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		727659104

⁽¹⁾ The percentages used herein and in the rest of this Schedule 13D are calculated based upon 22,606,476 shares of the common stock, par value $0.0001 per share, of Platinum Energy Resources, Inc., a Delaware corporation issued and outstanding as of April 13, 2011 as reported in such corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, which was filed with the Commission on April 15, 2011.

This Amendment No. 4 is filed by Tim G. Culp (the “Reporting Person”), and amends and restates the statement on Schedule 13D (the “Schedule 13D”) originally filed by the Reporting Person on July 3, 2008, and amended by Amendment No. 1 on July 21, 2008, Amendment No. 2 on April 4, 2011 and Amendment No. 3 on April 22, 2011, each filed by the Reporting Person, with respect to the common stock, par value $0.0001 per share, of Platinum Energy Resources, Inc., a Delaware corporation. From and after the date hereof, all references in the Schedule 13D to the Schedule 13D or terms of similar import shall be deemed to refer to the Schedule 13D as amended and restated hereby.

Item 1. Security and Issuer.

Item 1 is hereby amended and restated in its entirety as follows:

The title of the class of equity securities to which this Schedule 13D relates is the common stock, par value $0.0001 per share, of the Issuer. The name of the Issuer is Platinum Energy Resources, Inc., a Delaware corporation (“Platinum” or the “Issuer”). Platinum’s principal executive offices are located at 11490 Westheimer Road, Suite 1000, Houston, Texas 77077.

Item 2. Identity and Background.

Item 2 is hereby amended and restated in its entirety as follows:

(a)		This Schedule 13D is being filed by Tim G. Culp, an individual (the “Reporting Person”).
(b)		The Reporting Person’s business address is 200 N. Loraine, Suite 330, Midland, Texas 79701.
(c)		The Reporting Person is the Chairman of the Board of Platinum, an oil and gas exploration and production company, whose address is 11490 Westheimer Road, Suite 1000, Houston, Texas 77077; is the President of Desert Production, Inc., a Texas corporation, an independent oil and gas exploration and production company, whose address is P.O. Box 351, Midland, Texas 79702; and was President, CEO and Chairman of the Board of Tandem Energy Holdings, Inc. a Nevada corporation (“Tandem”), an independent oil and gas exploration and production company, prior to its dissolution on June 24, 2008.
(d)		During the last five (5) years the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)		During the last five (5) years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, which has resulted in the Reporting Person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

The Reporting Person is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated in its entirety as follows:

On October 26, 2007, Platinum consummated the acquisition of substantially all of the assets of Tandem Energy Corporation, a Colorado corporation (“TEC”), then a wholly-owned subsidiary of Tandem. As part of the consideration for the purchase of the assets, Platinum issued 7,692,308 shares of its common stock to TEC. On March 11, 2008, TEC was dissolved by merger into Tandem. Tandem, the surviving corporation in the merger, acquired the assets of TEC which consisted of 7,692,308 shares of Platinum’s common stock. On June 24, 2008, Tandem dissolved under the laws of the State of Nevada. As part of Tandem’s dissolution, the 7,692,308 shares of Platinum’s common stock held by Tandem were distributed to its shareholders in a liquidating distribution, which included 2,115,976 shares of Platinum’s common stock that were distributed to the Reporting Person.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and restated in its entirety as follows:

In June 2008 the Reporting Person acquired 2,115,976 shares of Platinum’s common stock following Tandem’s dissolution and liquidating distribution. On March 21, 2011, the Reporting Person, pursuant to the Settlement Agreement (as hereinafter defined), delivered to Arthur W. Tifford, P.A., and Shafer, Davis, O’Leary & Stoker a total of 314,395 of the 2,115,976 shares of Platinum’s common stock which were distributed to the Reporting Person in connection with Tandem’s liquidating distribution. As used herein the term “Settlement Agreement” means that certain Settlement Agreement and Release, executed and delivered March 17, 2011 but effective as of January 10, 2011, among Arthur W. Tifford, P.A., Arthur W. Tifford, personally, Tandem, TEC, Todd M. Yocham, the Reporting Person, Jack Chambers, Michael Cunningham, Lyle Mortensen and Aritex Consultants, Inc.

The Reporting Person and Pacific International Group Holdings LLC (“Pacific”) have entered into a letter agreement dated April 21, 2011 (the “Letter Agreement”) whereby Pacific agreed to use its commercially reasonable efforts to cause one of the following events (each, a “Going-Private Transaction”) to occur within eighty (80) days following the date of the Letter Agreement (the “Going-Private Expiration Date”): (i) a long-form merger of an affiliate of Pacific with and into Platinum pursuant to Section 251 of the Delaware General Corporation Law (the “DGCL”), which merger will result in the payment of consideration per share of Platinum’s common stock to each shareholder thereof other than Pacific in an amount of not less than $1.50 (the “Minimum

Consideration”) (a “Long-Form Merger”); or (ii) the acquisition by Pacific of a number of shares of the common stock of Platinum equal to not less than 90% of the then issued and outstanding shares of Platinum’s common stock, followed by a short-form merger of Pacific or an affiliate thereof with and into Platinum pursuant to Section 253 of the DGCL, which merger will result in the payment of consideration per share of the common stock of Platinum to each shareholder thereof other than Pacific in an amount not less than the Minimum Consideration. If the Going-Private Transaction has not, despite Pacific having exercised its commercially reasonable efforts, occurred by the Going-Private Expiration Date, then the Going-Private Expiration Date may, at Pacific’s option in its sole discretion, be extended by ten (10) days. Under the Letter Agreement, the Reporting Person has agreed to take, prior to the Going Private Expiration Date, the following actions: (i) in the event the board of directors of Platinum approves a Long-Form Merger and submits such Long-Form Merger to the shareholders of Platinum for approval, voting all of the shares of Platinum’s common stock held by the Reporting Person in favor of such Long-Form Merger, (ii) tendering all of the shares of Platinum’s common stock held by the Reporting Person into any tender offer made by Pacific involving a purchase price per share of Platinum’s common stock of not less than the Minimum Consideration and having as a mandatory, non-waivable minimum acceptance condition that the number of shares of Platinum’s common stock tendered to Pacific in such tender offer would result in Pacific holding not less than 90% of the issued and outstanding shares of the common stock of Platinum, and (iii) if it can be established that a sufficient number of shareholders of Platinum’s common stock are prepared to sell their shares of the common stock of Platinum to Pacific which would result in Pacific, immediately following the consummation of the sale of such shares of common stock to Pacific, holding not less than 90% of the issued and outstanding shares of the common stock of Platinum, selling all the shares of the common stock of Platinum held by the Reporting Person to Pacific for a purchase price per share of such common stock not less than the Minimum Consideration in a single private transaction occurring simultaneously with such other acquisitions of the shares of the common stock of Platinum by Pacific as would result in Pacific holding not less than 90% of the issued and outstanding shares of the common stock of Platinum.

The terms of the Letter Agreement also provide that in the event that, despite the exercise of Pacific’s commercially reasonable efforts, a Going-Private Transaction has not occurred by the Going-Private Expiration Date, effective upon (but not prior to) the Going-Private Expiration Date, (i) the Reporting Person will grant to Pacific an option, exercisable in Pacific’s sole discretion at any time by written notice delivered to the Reporting Person prior to that date which is thirty (30) days following the Going-Private Expiration Date (the “Option Expiration Date”), to acquire all of the shares of the common stock of Platinum held by the Reporting Person for a purchase price per share of the common stock of Platinum held by the Reporting Person not less than the Minimum Consideration, and (ii) Pacific will grant to the Reporting Person an option, exercisable in the Reporting Person’s sole discretion at any time by written notice delivered to Pacific prior to the Option Expiration Date, to sell all of the shares of Platinum’s common stock held by the Reporting Person to Pacific for a purchase price per share of the common stock of Platinum held by the Reporting Person not less than the Minimum Consideration. The terms of the Letter Agreement prohibit, until the Option Expiration Date, the Reporting Person from selling, transferring, assigning, pledging or otherwise disposing of or encumbering in any way any of the shares of the common stock of Platinum held by the Reporting Person other than in accordance with the explicit provisions of the Letter Agreement.

In pursuing his businesses, the Reporting Person analyzes the operations, capital structure and markets of companies, including the Issuer, on a continuous basis, through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies. From time to time, the Reporting Person may hold discussions with third parties or with the management of such companies, including the Issuer, in which the Reporting Person may suggest or take a position with respect to potential changes in the operations, management or capital structure of such companies as a means of enhancing shareholder value. Such suggestions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of the Schedule 13D as further described below, including, without limitation, such matters as disposing of or selling all or a portion of the Issuer or acquiring another company or business, changing operating or marketing strategies, adopting or not adopting certain types of anti-takeover measures and restructuring the Issuer’s capitalization or dividend policy. In addition, as the Chairman of the Board of Directors of the Issuer, the Reporting Person may seek to influence the Issuer regarding courses of action that the Reporting Person may suggest are in the Issuer’s best interest and which, in the Reporting Person’s opinion, would enhance shareholder value. In addition, the Reporting Person may, from time to time, as Chairman of the Issuer’s Board of Directors, contact the Issuer to express his views regarding the Issuer’s business and operations.

At this time, but subject to the terms of the Letter Agreement, the Reporting Person plans to pursue opportunities as they arise to acquire or dispose of additional shares of common stock of the Issuer in the open market, in private transactions or otherwise at prices he deems appropriate. Other than as reported herein, the Reporting Person does not have any present plans or specific proposals which relate to or would result in any of the following (although the Reporting Person reserves the right to develop such plans or proposals): (a) the acquisition by any person of additional securities of Platinum, or the disposition of securities of Platinum; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Platinum, or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of Platinum or any of its subsidiaries; (d) any change in the present board of directors or management of Platinum, including any plans or proposals to change the number or term of directors or to fill any vacancies existing on the board; (e) any material change in the present capitalization or dividend policy of Platinum; (f) any other material change in Platinum’s business or corporate structure; (g) changes in Platinum’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of the control of Platinum by any person; (h) causing a class of securities of Platinum to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of Platinum becoming eligible for termination of registration pursuant to Section 12(g)(4)of the Exchange Act; or (j) any actions similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

(a)		1,801,581 shares of Platinum’s common stock, representing 7.9% of the shares of Platinum’s common stock outstanding.
(b)		The Reporting Person has sole dispositive and voting power with respect to the reported securities.
(c)		In connection with the settlement of those claims concerning, directly or indirectly, the Reporting Person, in the Tarrant County Case (as defined in Item 6 below) and the Western District Case (as defined in Item 6 below) and pursuant to the terms of the Settlement Agreement, on March 21, 2011 the Reporting Person delivered to Arthur W. Tifford, P.A., and Shafer, Davis, O’Leary & Stoker, a total of 314,395 of the 2,115,976 shares of Platinum’s common stock distributed to the Reporting Person in connection with the liquidating distribution of Tandem.
(d)		Inapplicable.
(e)		Inapplicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended and restated in its entirety as follows:

In early March, 2005, Tandem, whose board was comprised of one director, Lyle Mortensen, issued 20,000,000 restricted shares of its common stock to Mr. Mortensen. Some of these shares were subsequently transferred by Mr. Mortensen to others including principals of TEC and Shamrock Energy Corporation, a Texas corporation, the Reporting Person, Dyke Culp and Jack Chambers, in late March, 2005. Mr. Mortensen resigned as a director and officer of Tandem in late March, 2005. Tandem’s board subsequently cancelled all of the 20,000,000 shares on the grounds that the stock was issued without lawful consideration. All of the cancelled shares were returned to Tandem, except for 2,878,000 shares held by Mr. Mortensen. Tandem believes that all of the shares held by Mr. Mortensen are null and void and instructed its transfer agent to place a hold on the stock certificates held by Mr. Mortensen. On May 17, 2006, Tandem received notification from Arthur W. Tifford claiming to be a “holder in due course” of a certificate representing 2,700,000 shares of Tandem common stock previously held by Mr. Mortensen and a demand that such shares be reissued.

On May 23, 2006, Tandem filed a lawsuit in Nevada District Court, Cause No. CV06-01215, Washoe County, Nevada, styled Tandem Energy Holdings, Inc., v. Aritex Consultants, Inc., Arthur W. Tifford, P.A., Arthur W. Tifford, Ronald G. Williams, Lyle J. Mortensen, and Manhattan Transfer Co., against Tandem’s transfer agent, Arthur W. Tifford, P.A., Arthur W. Tifford, individually, and three other defendants and the court rendered a judgment that the certificate evidencing the 2,700,000 shares was invalid and void and directed Tandem’s transfer agent to void the certificate evidencing the 2,700,000 shares if presented for transfer, and enjoined the transfer agent from transferring the certificate if so presented.

Arthur W. Tifford, P.A., filed a competing lawsuit against Tandem and Platinum in the Florida Circuit Court, Cause No. 06-11547CA06, Miami-Dade County, Florida, styled Arthur W. Tifford, P.A., v. Tandem Energy Holdings, Inc. and Platinum Energy Holdings, Inc., on or about June 14, 2006, seeking a declaration by the court that Tandem’s cancellation of the 2,700,000 shares was improper and that Arthur W. Tifford, P.A., was the rightful owner of such shares, and an injunction prohibiting Tandem and Platinum from taking any action in detriment to its alleged rights in and to the shares. Tandem successfully challenged the jurisdiction of the Florida Court and obtained an order dismissing the complaint filed by Arthur W. Tifford, P.A.

In a separate lawsuit filed by Tandem on September 25, 2006, in the 67th Judicial District Court of Tarrant County, Texas, Case No., 067-220329-06, styled Tandem Energy Holdings, Inc. v. Aritex Consultants, Inc. and Lyle J. Mortensen (the “Tarrant County Case”), against its former director Lyle J. Mortensen and Mr. Mortensen’s corporate affiliate, Aritex Consultants Inc., Tandem sought a declaration by the court that the certificates representing the 2,878,000 shares issued to Mr. Mortensen and subsequently transferred to Aritex Consultants, Inc., are void, that the certificates were properly cancelled by Tandem and that the transfer agent is authorized to cancel and destroy the certificates. In addition, Tandem sought a temporary and permanent injunction against Mr. Mortensen, Aritex Consultants Inc. and any other person in possession of the certificates prohibiting any transfer or other disposition of the certificates and ordering that they be cancelled. The Tarrant County Case was abated pursuant to the Court’s Order Abating Case and Closing File Only signed by the Hon. Donald J. Cosby on January 14, 2009.

On June 12, 2007, Arthur W. Tifford, P.A. filed a lawsuit in the United States District Court for the Western District of Texas, Midland-Odessa Division, in Cause No. MO-07-CV-049, styled Arthur W. Tifford, P.A. v. Tandem Energy Corp., Tandem Energy Holdings, Inc., Manhattan Transfer Registrar Co., Todd M. Yocham, Tim G. Culp, Jack Chambers and Michael Cunningham (the “Western District Case”), against Tandem, TEC, the Reporting Person, Todd M. Yocham, Jack Chambers, Michael Cunningham and Tandem’s transfer agent alleging conversion and conspiracy to convert with respect to the certificate representing the 2,700,000 shares. The Western District Case was dismissed pursuant to an Agreed Order of Dismissal With Prejudice, signed by the Hon. Robert A. Junell on March 22, 2011.

In connection with the settlement of those claims concerning, directly or indirectly, the Reporting Person, in the Tarrant County Case and the Western District Case and pursuant to the terms of the Settlement Agreement, the Reporting Person delivered to Arthur W. Tifford, P.A., and Shafer, Davis, O’Leary & Stoker, a total of 314,395 of the 2,115,976 shares of Platinum’s common stock which were distributed to the Reporting Person in connection with Tandem’s liquidating distribution.

As described in Item 4 above the Reporting Person has entered into the Letter Agreement with Pacific and may become obligated to vote, sell, assign, transfer or otherwise dispose of all of the common stock of Platinum held by the Reporting Person pursuant to the terms of the Letter Agreement.

Item 7. Material to Be Filed as Exhibits.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct.

EXHIBIT INDEX

Exhibit No.		Description
7.1*		Settlement Agreement and Release, executed and delivered March 17, 2011 but effective as of January 10, 2011, among Arthur W. Tifford, P.A., Arthur W. Tifford, personally, Tandem, TEC, Todd M. Yocham, the Reporting Person, Jack Chambers, Michael Cunningham, Lyle Mortensen and Aritex Consultants, Inc.
7.2*		Letter Agreement dated April 21, 2011between Pacific International Group Holdings LLC and the Reporting Person.

Exhibit 7.1

SETTLEMENT AGREEMENT AND RELEASE

This Settlement Agreement and Release (the “Agreement”) is signed on the date designated and is effective on January 10, 2011, among Plaintiff Arthur W. Tifford, P.A., and Arthur W. Tifford, personally, (hereinafter collectively referred to as “Tifford”); Defendants Tandem Energy Holdings, Inc. (“TEHI”) and Tandem Energy Corporation; and Todd M. Yocham, Tim G. Culp, Jack Chambers, and Michael Cunningham (hereinafter collectively referred to as “Tandem”) and Third Party Defendants, Lyle Mortensen and Aritex Consultants, Inc. (hereinafter referred to as “Third Party Defendants”).

I.
Recitals

1. Tifford filed a case styled, Arthur W. Tifford, P.A. vs. Tandem Energy Corporation, et al., Case No. MO-07-CV-049, U. S. District Court, Western District of Texas, Midland-Odessa Division. Tandem filed an Answer denying all claims and filed counterclaims and third party actions against the Third Party Defendants. Tifford filed an Answer denying all claims. Tandem filed a case styled Tandem Energy Holdings, Inc. v. Aritex Consultants, Inc. and Lyle J. Mortensen, in the 67^th Judicial District Court of Tarrant County, Texas, Cause No. 067-220329-06 (collectively referred to as the “Lawsuits”).

2. By entering into this Agreement, all parties intend to resolve and release all claims asserted, or which could have been asserted in the Lawsuits, and to fully compromise and settle any and all disputes, known or unknown, against each of them which arise from the transactions which form the basis of the Lawsuit and all other dealings and relationships between each other and the “Related Parties” identified herein.

SETTLEMENT AGREEMENT AND RELEASE		Page 1 of 15

II.
Agreement

NOW THEREFORE, in consideration of the mutual promises and agreements set forth below and the recitals set forth above, the parties agree as follows:

	1.		Tandem has paid to Tifford the sum of One Hundred Thousand Dollars ($100,000.00), receipt of which is hereby acknowledged.
	2.		Tandem shall endorse, assign and deliver 733,000 shares of Platinum Energy Resources, Inc. (“PGRI”) common stock as follows:

	i)		461,790 shares to Arthur W. Tifford, P.A.;
	ii)		271,210 shares to Shafer, Davis, O’Leary & Stoker.

	3.		Tifford shall dismiss with prejudice all claims in the Lawsuit. Tifford also shall execute, for itself and as attorney in fact for Universal Express, Inc., a release of all claims asserted on its behalf in the Lawsuit under and pursuant to the authority granted to him/it by the United States District Court for the Southern District of New York, Case No. 1:04-cv-02322-GEL dated August 14, 2009 and filed August 17, 2009.
	4.		Tandem shall dismiss with prejudice its claims in the Lawsuit.
	5.		Tandem shall release and dismiss all claims asserted in the Tarrant County Lawsuit.
	6.		Mortensen and Aritex Consultants, Inc. shall release Tandem from all claims they could have asserted in the Lawsuit and the Tarrant County Lawsuit.
	7.		Tifford, Universal Express, Inc., Mortensen and Aritex Consultants, Inc. shall quit claim any interest in any outstanding TEHI shares of stock and shall deliver to Tandem Certificate TE 1069, including 2,700,000 shares, and any other Tandem shares in their possession or under their control. If such shares are not returned, then Tifford, Universal Express, Inc., Mortensen and Aritex Consultants, Inc. agree, acknowledge and confirm that such shares have no value whatsoever and are forever cancelled.
	8.		Tifford, Universal Express, Inc., Mortensen and Aritex Consultants, Inc. do not by entering into this settlement admit or refute that the August 1, 2006 cancellation of Stock Certificate TE 1069 was properly, legally and effectively cancelled on that date, but rather have elected to compromise, settle and release all claims, disputes and controversies by and through the terms of this Settlement Agreement, subject to the timely performance of all of its terms by Tandem.
	9.		The escrow agreement dated July 29, 2008 shall be terminated and the Escrow Agent is instructed to release and deliver the trust shares as set forth above.
	10.		Tifford and Tandem hereby execute the mutual Releases set forth in this agreement.

SETTLEMENT AGREEMENT AND RELEASE		Page 2 of 15

III.
Release

1. For and in consideration of the agreements listed above among and between Tifford, Universal Express, Inc., Mortensen and Aritex Consultants, Inc. and Tandem, including payments by either party and performance by either party, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and confessed, Tifford, Universal Express, Inc., Mortensen and Aritex Consultants, Inc., their agents, employees, attorneys, and all other representatives, hereby release, acquit and forever discharge Tandem, Todd M. Yocham, Tim G. Culp, Jack Chambers, and Michael Cunningham, and all related corporations, legal entities, and individuals, their officers, directors, agents, servants, employees and attorneys, from any and all claims, actions, demands, rights, damages, costs, complaints, allegations, or causes of action of any kind whatsoever, at common law, by statute, case law, or otherwise which it now has or might have, known or unknown, now existing, directly or indirectly attributable to or arising out of any transactions, dealings, or occurrences between Tifford, Universal Express, Inc., Mortensen and Aritex Consultants, Inc. and Tandem which are the subject of the Lawsuit, or which could have been the subject of the Lawsuits or could have been asserted in a lawsuit; it being the intention of Tifford, Universal Express, Inc., Mortensen and Aritex Consultants, Inc. to release all claims of any kind which any of them may have against those persons and entities hereby released, whether direct claims, indirect claims, or any other claims, whether known or unknown.

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2. For and in consideration for such release and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and confessed, Tandem, its agents, employees, attorneys, and all other representatives, hereby release, acquit and forever discharge Tifford, Universal Express, Inc., Mortensen and Aritex Consultants, Inc., and all related corporations, legal entities, and individuals, their officers, directors, agents, servants, employees and attorneys, from any and all claims, actions, demands, rights, damages, costs, complaints, allegations, or causes of action of any kind whatsoever, at common law, by statute or otherwise which it now has or might have, known or unknown, now existing, directly or indirectly attributable to or arising out of any transactions, dealings, or occurrences between Tifford, Universal Express, Inc., Mortensen and Aritex Consultants, Inc. and Tandem which are the subject of the Lawsuits, or which could have been the subject of the Lawsuits; it being the intention of Tandem to release all claims of any kind which they may have against those persons and entities hereby released, whether direct claims, indirect claims, or any other claims, whether known or unknown.

IV.
Indemnity

1. By execution of this Agreement, Tifford, Universal Express, Inc., Mortensen and Aritex Consultants, Inc. and Tandem covenant and warrant each to the other that no claim, right or cause of action released in Section III or which in any way relates to the subject matter of the Releases has previously been conveyed, assigned or in any manner transferred, in whole or in part, to any third party. Universal Express, Inc., Mortensen and Aritex Consultants, Inc. and Tandem expressly represent, covenant and warrant each to the other that it has full authority to release the claims set forth above. Tifford, Universal Express, Inc., Mortensen and Aritex Consultants, Inc. or Tandem, respectively, shall indemnify and hold any party damaged harmless from any third parties claiming to have a right to the released claims arising from Tifford, Universal Express, Inc., Mortensen and Aritex Consultants, Inc. or Tandem’s breach of this paragraph.

SETTLEMENT AGREEMENT AND RELEASE		Page 4 of 15

V.
Confidentiality

1. The parties agree to hold the contents of this Agreement, as well as the facts, allegations, and information learned as a result of the Lawsuit (the “Confidential Information”), in strict confidence and not to reveal such information, including the amount of the payments, to anyone other than their attorneys, accountants, or other tax preparers as may be necessary to comply with the law, and to those as may be required by the law to comply with any proper subpoena or other compulsion of law, including that certain order of the United States District Court for the Southern District of New York Dated August 14, 2009 and filed August 17, 2009, the Hon. Gerald E. Lynch, United States District Judge presiding, in Case No. 1:04-cv-02322-GEL (hereinafter “the Order”). In addition, Tifford, Universal Express, Inc., Mortensen and Aritex Consultants, Inc. and/or Tandem, Todd M. Yocham, Tim G. Culp, Jack Chambers, and Michael Cunningham may reveal the terms of this Agreement to any of these excepted individuals or entities; however, except as to Tifford’s reporting requirements imposed by the Order, each is also required, prior to such revelation, to advise that individual of the confidentiality of this Agreement and the requirement that such confidential information not be shared with any other person or entity.

VI.
General Provisions

1. It is expressly understood and agreed that the terms of this Agreement are contractual and not merely recitations and that the agreements herein contained and the consideration transferred are to compromise doubtful and disputed claims, avoid litigation, and buy peace and that no payments made or releases or other consideration given shall be construed as an admission of liability, all liability being expressly denied by the parties to this Agreement.

SETTLEMENT AGREEMENT AND RELEASE		Page 5 of 15

2. It is further understood and agreed that this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.

3. It is further understood and agreed that this Agreement contains the entire agreement between Tifford, Universal Express, Inc., Mortensen and Aritex Consultants, Inc. and Tandem, Todd M. Yocham, Tim G. Culp, Jack Chambers, and Michael Cunningham and supersedes any and all prior agreements, arrangements, or understandings between them relating to the subject matter of this Agreement. No oral understandings statements, promises, or inducements contrary to the terms of this Agreement exist. This Agreement cannot be changed or terminated except in writing signed by all parties hereto.

4. It is further understood and agreed that this Agreement shall be governed by, construed under, and enforced in accordance with the laws of the State of Texas.

5. Should any court, by judgment or decree, determine that this Agreement does not fully and finally discharge all claims or causes of action which Tifford, Universal Express, Inc., Mortensen and Aritex Consultants, Inc. might have had against Tandem, Todd M. Yocham, Tim G. Culp, Jack Chambers, and Michael Cunningham, or all claims or causes of action which Tandem, Todd M. Yocham, Tim G. Culp, Jack Chambers, and Michael Cunningham might have had against Tifford, Universal Express, Inc., Mortensen and Aritex Consultants, Inc., and each party agrees to reform the Agreement to release any such claims not hereby released.

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6. This Agreement may be signed in multiple counterparts. A set of counterparts copies which collectively contain the signature and acknowledgment of all parties shall constitute an original.

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[SIGNATURES TO FOLLOW]

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[VERIFICATIONS TO FOLLOW]

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THE STATE OF FLORIDA		§
COUNTY OF MIAMI-DADE		§

BEFORE ME, the undersigned authority, on this day personally appeared Arthur W. Tifford, President of ARTHUR W. TIFFORD, P.A., known to me to be the person whose name is subscribed to the foregoing instrument, and after being by me duly sworn, did, under oath, depose and say that he has read the entire Settlement Agreement and Release and fully understands the same, that all of the statements contained therein are true and correct, and that he has signed the same freely and voluntarily, relying only upon the statements contained therein and none other, and that he executed the same for the purposes and consideration therein expressed.

SUBSCRIBED AND SWORN to before me on this the 25 day of February, 2011.

/s/ Jennie Migone Notary Public — State of Florida

THE STATE OF FLORIDA		§
COUNTY OF MIAMI-DADE		§

BEFORE ME, the undersigned authority, on this day personally appeared ARTHUR W. TIFFORD, Individually, known to me to be the person whose name is subscribed to the foregoing instrument, and after being by me duly sworn, did, under oath, depose and say that he has read the entire Settlement Agreement and Release and fully understands the same, that all of the statements contained therein are true and correct, and that he has signed the same freely and voluntarily, relying only upon the statements contained therein and none other, and that he executed the same for the purposes and consideration therein expressed.

SUBSCRIBED AND SWORN to before me on this the 25 day of February, 2011.

/s/ Jennie Migone Notary Public — State of Florida

SETTLEMENT AGREEMENT AND RELEASE		Page 10 of 15

THE STATE OF FLORIDA		§
COUNTY OF MIAMI-DADE		§

BEFORE ME, the undersigned authority, on this day personally appeared Arthur W. Tifford, Attorney in Fact of UNIVERSAL EXPRESS, INC., known to me to be the person whose name is subscribed to the foregoing instrument, and after being by me duly sworn, did, under oath, depose and say that he has read the entire Settlement Agreement and Release and fully understands the same, that all of the statements contained therein are true and correct, and that he has signed the same freely and voluntarily, relying only upon the statements contained therein and none other, and that he executed the same for the purposes and consideration therein expressed.

SUBSCRIBED AND SWORN to before me on this the 25 day of February, 2011.

/s/ Jennie Migone Notary Public — State of Florida

THE STATE OF TEXAS		§
COUNTY OF TARRANT		§

BEFORE ME, the undersigned authority, on this day personally appeared LYLE MORTENSEN, known to me to be the person whose name is subscribed to the foregoing instrument, and after being by me duly sworn, did, under oath, depose and say that he has read the entire Settlement Agreement and Release and fully understands the same, that all of the statements contained therein are true and correct, and that he has signed the same freely and voluntarily, relying only upon the statements contained therein and none other, and that he executed the same for the purposes and consideration therein expressed.

SUBSCRIBED AND SWORN to before me on this the 8 day of March, 2011.

/s/ Johnathan A. Rosado Notary Public — State of Texas

SETTLEMENT AGREEMENT AND RELEASE		Page 11 of 15

THE STATE OF TEXAS		§
COUNTY OF TARRANT		§

BEFORE ME, the undersigned authority, on this day personally appeared Lyle J. Mortensen a duly authorized representative of ARITEX CONSULTANTS, INC., known to me to be the person whose name is subscribed to the foregoing instrument, and after being by me duly sworn, did, under oath, depose and say that he has read the entire Settlement Agreement and Release and fully understands the same, that all of the statements contained therein are true and correct, and that he has signed the same freely and voluntarily, relying only upon the statements contained therein and none other, and that he executed the same for the purposes and consideration therein expressed.

SUBSCRIBED AND SWORN to before me on this the 8 day of March, 2011.

/s/ Johnathan A. Rosado Notary Public — State of Tarrant

THE STATE OF TEXAS		§
COUNTY OF MIDLAND		§

BEFORE ME, the undersigned authority, on this day personally appeared Michael Cunningham a duly authorized representative of TANDEM ENERGY HOLDINGS, INC., known to me to be the person whose name is subscribed to the foregoing instrument, and after being by me duly sworn, did, under oath, depose and say that he has read the entire Settlement Agreement and Release and fully understands the same, that all of the statements contained therein are true and correct, and that he has signed the same freely and voluntarily, relying only upon the statements contained therein and none other, and that he executed the same for the purposes and consideration therein expressed.

SUBSCRIBED AND SWORN to before me on this the 28th day of February, 2011.

/s/ Glenda Hart Notary Public — State of Texas

SETTLEMENT AGREEMENT AND RELEASE		Page 12 of 15

THE STATE OF TEXAS		§
COUNTY OF MIDLAND		§

BEFORE ME, the undersigned authority, on this day personally appeared Michael Cunningham a duly authorized representative of TANDEM ENERGY CORPORATION, known to me to be the person whose name is subscribed to the foregoing instrument, and after being by me duly sworn, did, under oath, depose and say that he has read the entire Settlement Agreement and Release and fully understands the same, that all of the statements contained therein are true and correct, and that he has signed the same freely and voluntarily, relying only upon the statements contained therein and none other, and that he executed the same for the purposes and consideration therein expressed.

SUBSCRIBED AND SWORN to before me on this the 28th day of February, 2011.

/s/ Glenda Hart Notary Public — State of Texas

THE STATE OF TEXAS		§
COUNTY OF ____________		§

BEFORE ME, the undersigned authority, on this day personally appeared TODD M. YOCHAM, known to me to be the person whose name is subscribed to the foregoing instrument, and after being by me duly sworn, did, under oath, depose and say that he has read the entire Settlement Agreement and Release and fully understands the same, that all of the statements contained therein are true and correct, and that he has signed the same freely and voluntarily, relying only upon the statements contained therein and none other, and that he executed the same for the purposes and consideration therein expressed.

SUBSCRIBED AND SWORN to before me on this the 28th day of February, 2011.

/s/ Glenda Hart Notary Public — State of Texas

SETTLEMENT AGREEMENT AND RELEASE		Page 13 of 15

THE STATE OF TEXAS		§
COUNTY OF MIDLAND		§

BEFORE ME, the undersigned authority, on this day personally appeared TIM G. CULP, known to me to be the person whose name is subscribed to the foregoing instrument, and after being by me duly sworn, did, under oath, depose and say that he has read the entire Settlement Agreement and Release and fully understands the same, that all of the statements contained therein are true and correct, and that he has signed the same freely and voluntarily, relying only upon the statements contained therein and none other, and that he executed the same for the purposes and consideration therein expressed.

SUBSCRIBED AND SWORN to before me on this the 28th day of February, 2011.

THE STATE OF TEXAS		§
COUNTY OF MIDLAND		§

BEFORE ME, the undersigned authority, on this day personally appeared JACK CHAMBERS, known to me to be the person whose name is subscribed to the foregoing instrument, and after being by me duly sworn, did, under oath, depose and say that he has read the entire Settlement Agreement and Release and fully understands the same, that all of the statements contained therein are true and correct, and that he has signed the same freely and voluntarily, relying only upon the statements contained therein and none other, and that he executed the same for the purposes and consideration therein expressed.

SUBSCRIBED AND SWORN to before me on this the 25 day of February, 2011.

/s/ Mauri Smith Notary Public — State of Texas

SETTLEMENT AGREEMENT AND RELEASE		Page 14 of 15

THE STATE OF TEXAS		§
COUNTY OF MIDLAND		§

BEFORE ME, the undersigned authority, on this day personally appeared MICHAEL CUNNINGHAM, known to me to be the person whose name is subscribed to the foregoing instrument, and after being by me duly sworn, did, under oath, depose and say that he has read the entire Settlement Agreement and Release and fully understands the same, that all of the statements contained therein are true and correct, and that he has signed the same freely and voluntarily, relying only upon the statements contained therein and none other, and that he executed the same for the purposes and consideration therein expressed.

SUBSCRIBED AND SWORN to before me on this the 28th day of February, 2011.

/s/ Glenda Hart Notary Public — State of Texas

SETTLEMENT AGREEMENT AND RELEASE		Page 15 of 15

Exhibit 7.2

Pacific International Group Holdings LLC
9440 West Sahara Avenue, Suite 240
Las Vegas, NV 89117

April 21, 2011

Mr. Tim G. Culp
2307 Texland Circle
Midland, TX 79705

Re: Platinum Energy Resources, Inc. (the “Company”)

Dear Mr. Culp:

We understand that you are the registered and beneficial holder of 1,801,581 shares of Platinum Energy Resources, Inc. Common Stock, par value $0.0001 per share (“Shares”).

Pursuant to this letter agreement, each party hereto hereby agrees as follows:

1. Pacific International Group Holdings LLC (“Pacific”) will use its commercially reasonable efforts to cause one of the following events (each, a “Going-Private Transaction”) to occur within eighty (80) days following the date hereof (the “Going-Private Expiration Date”):

(a) a long-form merger of an affiliate of Pacific with and into the Company pursuant to Section 251 of the Delaware General Corporation Law (the “DGCL”), which merger will result in the payment of consideration per Share to each shareholder of the Company other than Pacific in an amount of not less than $1.50 (the “Minimum Consideration”) (a “Long-Form Merger”); or

(b) the acquisition by Pacific of a number of Shares equal to not less than 90% of the then issued and outstanding Shares, followed by a short-form merger of Pacific or an affiliate thereof with and into the Company pursuant to Section 253 of the DGCL, which merger will result in the payment of consideration per Share to each shareholder of the Company other than Pacific in an amount not less than the Minimum Consideration.

Notwithstanding the foregoing, if the Going-Private Transaction has not, despite Pacific having exercised its commercially reasonable efforts, occurred by the Going-Private Expiration Date, then the Going-Private Expiration Date may, at Pacific’s option in its sole discretion, be extended by ten (10) days.

2. You will, prior to the Going-Private Expiration Date, take the following actions:

(a) in the event the board of directors of the Company approves a Long-Form Merger and submits such Long-Form Merger to the shareholders of the Company for approval, voting all of the Shares you hold in favor of such Long-Form Merger,

(b) tendering the Shares into any tender offer made by Pacific involving a purchase price per Share of not less than the Minimum Consideration and having as a mandatory, non-waivable minimum acceptance condition that the number of Shares tendered to Pacific in such tender offer would result in Pacific holding not less than 90% of the issued and outstanding Shares, and

(c) if it can be established (and it has not currently been established) that a sufficient number of shareholders of the Company are prepared to sell their Shares to Pacific which would result in Pacific, immediately following the consummation of the sale of such Shares to Pacific, holding not less than 90% of the issued and outstanding Shares, selling all the Shares held by you to Pacific for a purchase price per Share not less than the Minimum Consideration in a single private transaction occurring simultaneously with such other acquisitions of Shares by Pacific as would result in Pacific holding not less than 90% of the issued and outstanding Shares.

3. In the event that, despite the exercise of Pacific’s commercially reasonable efforts, a Going-Private Transaction has not occurred by the Going-Private Expiration Date, effective upon (but not prior to) the Going-Private Expiration Date, (i) you will grant to Pacific an option, exercisable in Pacific’s sole discretion at any time by written notice delivered to you prior to that date which is thirty (30) days following the Going-Private Expiration Date (the “Option Expiration Date”), to acquire all of the Shares held by you for a purchase price per Share not less than the Minimum Consideration, and (ii) Pacific will grant to you an option, exercisable in your sole discretion at any time by written notice delivered to Pacific prior to the Option Expiration Date, to sell all of the Shares held by you to Pacific for a purchase price per Share not less than the Minimum Consideration. In the event that Pacific or you, as applicable, elects to exercise such option in accordance with the immediately preceding sentence, (i) you will promptly take such actions as are reasonably necessary or desirable to transfer all of the Shares held by you to Pacific, including, without limitation, the delivery to Pacific of any stock certificates evidencing such Shares together with stock transfer powers executed in blank or the giving of such instructions to brokers, transfer agents or other parties as are reasonably necessary or desirable in order to effect such transfer, and (ii) Pacific will, promptly following confirmation of the transfer to it of your Shares, remit the purchase price via wire transfer funds or certified check to you.

4. You agree that, until the Option Expiration Date, you will not sell, transfer, assign, pledge or otherwise dispose of or encumber in any way any of the Shares held by you other than in accordance with the explicit provisions of this letter agreement.

5. You hereby represent and warrant to Pacific that you are the sole registered and beneficial owner of the Shares, free and clear of all liens, pledges, encumbrances or any other restriction on the attributes of ownership, including, without limitation, voting or option agreements or similar arrangements.

6. This letter agreement shall be construed and enforced in accordance with and governed by the Laws of the State of New York.

7. This letter agreement may be executed by the parties hereto in any number of separate counterparts (including telecopier), and all of said counterparts taken together shall be deemed to constitute the same instrument.

(The remainder of this page is intentionally left blank.)

Please indicate your acceptance of this letter agreement by signing in the space indicated below.

[First Signature Page to Letter Agreement]

Acknowledged and Agreed:

[Second Signature Page to Letter Agreement]